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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from to
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Commission file number 1-12672
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
1996 Non-Qualified Employee Stock Purchase Plan
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Bay Apartment Communities, Inc.
4340 Stevens Creek Blvd., Suite 275
San Jose, CA 95129
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REPORT OF INDEPENDENT ACCOUNTANTS
Compensation Committee of the Board of Directors
Bay Apartment Communities, Inc.
1996 Non-Qualified Employee Stock Purchase Plan:
We have audited the accompanying statement of financial condition of the Bay
Apartment Communities, Inc. 1996 Non-Qualified Employee Stock Purchase Plan (the
Plan) as of December 31, 1997, and the related statement of changes in plan
equity for the year ended December 31, 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial condition of the Plan at December 31, 1997 and the
Plan's changes in plan equity for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
San Francisco, California
March 25, 1998
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BAY APARTMENT COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1997
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ASSETS:
Receivable from Bay Apartment Communities, Inc.:
Participant contributions $ 240,626
Employer contributions 57,766
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Plan equity $ 298,392
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The accompanying notes are an integral part of these financial statements.
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BAY APARTMENT COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
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Additions:
Participant contributions $ 655,954
Employer contributions 155,359
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Total additions 811,313
Deductions:
Purchase and distribution of common stock to participants 512,921
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Plan equity at the end of the year $ 298,392
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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BAY APARTMENT COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN:
The Bay Apartment Communities, Inc. (the Company) 1996 Non-Qualified
Employee Stock Purchase Plan (the Plan) was adopted by the Company's Board
of Directors in October 1996 and became effective on January 1, 1997. The
Plan is a non-qualified voluntary contribution plan designed to enable
eligible employees and directors (the participants) of the Company to
purchase common stock in the Company at a discount. The Plan allows each
participant to purchase up to $100,000 per year of the Company's common
stock. The Plan is administered by the Company which has delegated certain
administrative responsibilities to the Compensation Committee of the Board
of Directors of the Company. The Plan provides for a series of six month
purchase periods (purchase period). A purchase period is a period of six
months beginning each January 1 and July 1 and ending each June 30 and
December 31, respectively. The price of the shares of the common stock
purchased is the lesser of 85 percent of the closing price of such shares
either on (a) the first day of each purchase period, or (b) the last day
of each purchase period.
The Company has reserved 1,000,000 shares of common stock for participants
under the Plan.
PARTICIPANTS CONTRIBUTIONS:
Full time employees who have completed one month service with the
Company and part time employees who have completed one year of service
in which he or she is credited with at least 1,000 hours of service are
eligible to participate in the Plan either by payroll withholding or
cash payments at any time during each purchase period. Directors who
have completed one month as a member of the Board of Directors are
eligible to participate in the Plan by making cash payments at any time
during each purchase period. Participants elect to participate in the
Plan by completing and submitting an election form to the plan
administrator.
EMPLOYER CONTRIBUTIONS:
Employer contributions represent the discount or aggregate difference
between the market value price of the Company's common stock and the
established discount purchase price at the end of a purchase period.
DISTRIBUTIONS:
The Company's transfer agent and registrar issues shares of common
stock upon receipt of participant and Company contributions. The
transfer agent and registrar then prepares stock certificates, which
are registered in the participant's name, and holds such certificates
on behalf of the participants or issues stock certificates to the
participant upon their written request. Accordingly, all shares
purchased under the provisions of the Plan are deemed to be immediately
distributed to the participants.
Continued
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BAY APARTMENT COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN, CONTINUED:
WITHDRAWALS:
A participant may withdraw all or any part of the contributions made
during a purchase period by delivering an amended election form to the
plan administrator on or before the last day of such purchase period.
PLAN TERMINATION:
The Board of Directors of the Plan may terminate this Plan and any
purchase period at any time (together with any related contribution
elections) or may terminate any purchase period (together with any
related contribution elections) at any time, provided, however, no such
termination shall be retroactive unless the Board determines that
applicable law requires a retroactive termination of this Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The accompanying financial statements have been prepared on the accrual
basis of accounting.
ADMINISTRATIVE EXPENSES:
All administrative expenses of the Plan are paid by the Company.
DISTRIBUTIONS:
Distributions are recorded when common stock has been distributed to
participants.
3. INTERNAL REVENUE SERVICE STATUS:
The Plan is not a qualified plan under Section 423(b) of the Internal
Revenue Code. Participants are subject to any required tax withholding by
the Company on the discount/compensation earned under the Plan.
Continued
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BAY APARTMENT COMMUNITIES, INC.
1996 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
4. DISTRIBUTIONS:
A summary of stock purchased and distributed on July 1, 1997 for the
purchase period ended June 30, 1997 is as follows:
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Participant contributions $ 415,327
Employer contributions 97,594
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Market value of stock $ 512,921
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Market value of stock purchased and
distributed per share $ 37.00
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Shares purchased and distributed $ 13,863
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5. SUBSEQUENT EVENT:
On January 2, 1998 an additional 7,651 shares of common stock with a
market value of approximately $298,000 were purchased and distributed for
the purchase period ended December 31, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
BAY APARTMENT COMMUNITIES, INC.
1996 Non-Qualified Employee Stock
Purchase Plan
Dated: March 27, 1998 By: /s/ Jeffrey B. Van Horn
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Name: Jeffrey B. Van Horn
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Bay Apartment Communities, Inc. on Form S-8 (File No. 333-47405), Form S-8 (File
No. 333-16837), Form S-3 (File No. 333-16647), Form S-3 (File No. 333-15407),
Form S-3 (File No. 333-39037), and Form S-3 (File No. 333-41511) of our report
dated March 25, 1998, on our audit of the financial statements of the Bay
Apartment Communities, Inc. 1996 Non-Qualified Employee Stock Purchase Plan as
of December 31, 1997 and for the year then ended, which report is included in
this Current Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
March 27, 1998
